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Seller terms & conditions

1. Acceptance of Terms

This Seller Terms and Conditions (“Seller Service Agreement”) is made between you and Comfort Stevens Nigeria Limited (comfortstevens.com). You acknowledge that you have read this agreement and confirm to be bound by the terms of this agreement. Comfort Stevens owns and operates a multivendor platform in Nigeria that connects entrepreneurs, manufacturers, producers, artisans, skilled/professional service providers, farmers, suppliers, merchants, retailers and wholesalers to sell their goods and services to the public through the internet for profit.

2. Seller Opportunity

Every approved Vendor/Seller by Comfort Stevens will have the opportunity to sell their products on the Comfort Stevens platform to the public through the internet. Comfort Stevens is entitled to accept purchases on behalf of the seller. The service provided by Comfort Stevens is limited to referring customers to the Seller and accepting orders and payments on their behalf. Additionally, at Comfort Stevens discretion, the Seller may be provided with his/her analytics about their products or service performance and where necessary, an additional marketing support. This may attract extra cost to the Seller based on the agreed level of commission.

3. Rights Reserved by Comfort Stevens.

The Seller authorizes Comfort Stevens to accept binding orders from customers on their behalf. Comfort Stevens retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to redesign, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to delist, or to require Seller not to list, any or all products, goods, and services in its sole discretion. Comfort Stevens reserves the right to carry out changes to the Site, the services offered, or to suspend the service without notice. Comfort Stevens may in its sole discretion withhold to investigate, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions. Seller's account may be suspended at any time for posting any inaccurate, illegal, abusive, hate, false advertisement, or negative content on the Site, including reviews, private communications, or comments. You agree to immediately stop and/or cancel orders of your Products, goods, and services when instructed to do so by Comfort Stevens. If you have already transferred your Products to a carrier or shipper before receiving instructions to stop the transaction, you must use commercially reasonable efforts t o stop and/or cancel delivery by such carrier or shipper. You are required to refund any customer (in accordance with this Agreement) that has been charged for an order that Comfort Stevens stops or cancels. As a Seller, you acknowledge that the relationship between customers and Comfort Stevens is governed by the privacy policy and the general terms and conditions, both available on the Comfort Stevens Site as well as the following:

(i) Comfort Stevens may elect to set up accounts for Sellers in agreement with the Seller based on specific needs and conditions and will present on the website, the products listed by the seller or

(ii) The Seller will be responsible for listing their own products.

(iii) Comfort Stevens is authorized to accept binding sales on behalf of the Seller and will be careful to pass order data on to the merchant as well as technology allows.

(iv) For Comfort Stevens to maintain its reputation for quality and high standard of service, Comfort Stevens reserves the right to terminate the relationship with a Seller if the Seller repeatedly receives bad reviews or complaints, or fails to comply with our policies, procedures, or recommendations.

4. Seller's Rights and Obligations

(1) As a Seller on the Comfort Stevens platform, you are obliged to provide all the information necessary when listing a product on comfortstevens.com. This should include but is not limited to, a detailed title and sub-title, price, quantity, picture and description. The Seller must never knowingly deceive a potential customer by misrepresenting their product/s. The Seller must notify Comfort Stevens of any changes to the detail of their listings while uploaded on the site.

(2) The Seller guarantees that information listed on Comfort Stevens relating to his/her products satisfies all legal requirements, and that such information satisfies information requirements for consumer protection.

(3) The Seller will be responsible for keeping an up-to-date inventory of all their products listed on Comfort Stevens.

(4) The Seller guarantees that the information provided by him does not violate any third party's copyright.

(5) The Seller will contact the customers no more than is necessary for processing the transactions referred by Comfort Stevens. Specifically, the Seller will not exchange phone numbers, undercut, use Comfort Stevens to get customers with intent to sell directly to them outside Comfort Stevens; send any advertising email or other commercial advertisements to the customer without prior agreement from Comfort Stevens or the expressed wish of the customer. When delivering products sold via Comfort Stevens, the Seller will not advertise any of Comfort Stevens competitors.

(6) The Seller will process orders and arrange delivery with all reasonable care the moment receipt of confirmation of sale is received through the Comfort Stevens site via email and/or text message. The delivery options and time indicated on their listing is binding, orders should be fulfilled within 1 working day. The Seller is required to keep his advertised products and services available to the best of his ability. Repeated stock-outs will result in the removal of the Seller and all their products from the Comfort Stevens platform.

(7) As a Seller, if you are not able to fulfill an order submitted to you, it is your responsibility to notify Comfort Stevens as soon as possible, and within 1 day of receiving the order at the latest.

(8) As a Seller, you agree to adhere to your range of products and prices as provided to Comfort Stevens and as described on their listing on the website. The Seller guarantees that there are no ongoing criminal, bankruptcy or tax proceedings or other penalties outstanding in relation to the products they are selling through the platform. The Seller further guarantees to take great care to keep up-to- date his range of products, stock count, prices and associated terms and conditions, like delivery fees.

(9) As a Seller, you or your representative are required to provide Comfort Stevens with a copy of his/her valid Identity Card at the contract signature.



5. Commission

(1) The merchant agrees to pay Comfort Stevens a fixed percentage commission on the gross revenue from their sales made through the Comfort Stevens platform. Depending on the category it may be appropriate to agree different commission percentages for certain items or product categories.


(2) For manufacturers and producers who entered exclusive contract with their products to Comfort Stevens on the Comfort Stevens platform, Comfort Stevens may elect to sell their products directly for wholesale or on a retail basis on the platform and remit an agreed percentage rate based on the product price the manufacturer or Producer entered into agreement with Comfort Stevens.
(3) Comfort Stevens reserves the right to charge additional fees for the sale of goods through the Comfort Stevens platform at any point. These may include but are not limited to, listing fees, multiple photos fees and enhanced marketing fees. In the event of the introduction of further fees, the Seller will be notified prior to their commencement in writing and they will have the option to opt out.
(4) Comfort Stevens reserves the right to adjust the percentage commission, providing suitable notice is served in advance to the Seller. Comfort Stevens will give the Seller adequate notice of any commission changes, in writing. This does not cover adjustments that constitute a material change of the contract terms, which would require an additional agreement on the change.



6. Customer Online Payment

(1) In case of electronic payment by the customer (e.g. by credit card, debit card, or Wireless Online Transfer), Comfort Stevens

collects the payment for the relevant order in Comfort Stevens name on behalf of the Seller, and pays it out to the Seller according

to the invoicing agreement.

(2) The Seller will keep receipts of deliveries to customers for at least 13 months and make those available on request. In case of

problems that may cause the order to be rescinded, or in case of a delivery failure, the Seller must immediately notify Comfort

Stevens by phone so that the credit card payment may be cancelled.

(3) The Seller bears the risk of abuse of the payment medium (e.g. of credit card or debit card fraud). If a fraudulent payment has

been credited to the Seller, Comfort Stevens reserves the right to correct the amount the Seller is invoiced to offset this payment.



7. Invoicing & Seller Payment

(1) Comfort Stevens's invoices may be delivered by email, online, fax, post or in person. They include Comfort Stevens claims on

the Seller, commission, and, if applicable, other fees as maybe deemed necessary in the user/seller agreement elsewhere in the Site.

(2) Comfort Stevens is to send a monthly statement of confirmed orders to the Seller/Supplier by the 10th of each month after

which the supplier will have 5 days for verification and commission settlement.

(3) The Seller permits and gives Comfort Stevens express permission to deduct the agreed commission based on sales as at when

due. Depending on the volume of sales and agreement between seller and Comfort Stevens, the seller may pay commission to

Comfort Stevens by the 5th day of receiving the monthly statement unless there are disputes/clarifications needed which have to

be conveyed to Comfort Stevens in writing within the allocated 5 days.

(4) In case the Seller/Supplier receives the payment of sold products/services on

www.comfortstevens.com directly, supplier is

bound to pay the agreed commission to Comfort Stevens in 5 days of receiving statement each month.

(5) Payments would be made by bank transfer or cross cheque payable to Comfort Stevens.



8. Liability

(1) The Seller indemnifies Comfort Stevens from all claims arising in relation to matters outside Comfort Stevens control, including

but not limited to the quality of goods and services provided by the seller. The Seller further indemnifies Comfort Stevens from

third parties' claims resulting from any violation of laws and regulations by the seller. Comfort Stevens shall not be liable to Seller

for:

(i) Not proceeding with a transaction, disbursement, or adjustment that would exceed any limit established by Comfort

Stevens for a security reason, or permitting a Buyer to withdraw from a transaction because the Payment Service is unavailable

following the commencement of a transaction.

(ii) If Comfort Stevens concludes based on information available that Seller's actions and/or performance in connection with

the Services may result in Buyer disputes, charge backs or other claims, then Comfort Stevens may, in its sole discretion, delay

initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services

of this Agreement for the shorter of:

(a) a period of 90 days following the initial date of suspension; (b) or (b) completion of any investigation(s) regarding any Seller actions and/or performance in connection with this

Agreement.

(2)The Seller indemnifies Comfort Stevens, and agrees that Comfort Stevens shall not be liable to Seller if it acts consistent with

the provisions of this Section. All notices will be sent by e-mail or will be posted on the Site or by any other means then specified

by Comfort Stevens. Comfort Stevens will send notices to Seller through the post, or at the e-mail address maintained in Comfort

Stevens’s records for Seller. Seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by

Comfort Stevens. Seller will send notices to us using the functionality for contacting Comfort Stevens provided in the Procedures.

Comfort Stevens reserves the right to refuse service to anyone for any reason. Comfort Stevens may earn interest or other

compensation from the balances that might result from money owed to Seller by Comfort Stevens. Seller will bear all risk of fraud

or loss. Comfort Stevens will not bear the risk of credit card fraud in connection with any of Seller’s products. Comfort Stevens

may obtain reimbursement of any amounts owed by Seller to Comfort Stevens by seeking such reimbursement from Seller by any

lawful means. You authorize Comfort Stevens to use any lawful method to obtain reimbursement. Seller may terminate his or her

participation in the Payment Service at any time by informing Comfort Stevens using an approved method and Comfort Stevens

may terminate Seller's participation in the Payment Service at any time without notice to Seller. Upon termination, Seller must pay

Comfort Stevens all fees incurred prior to the effective date of the termination, and any pending transactions will be canceled.

(3) Comfort Stevens cannot guarantee that its service will be free from all malfunctions, but will exercise all reasonable care and

skill to resolve any such case.

(4) VAT liability rests with the Seller and Comfort Stevens will not be responsible for any VAT issues.



9. Privacy

Both parties are obliged to treat confidentially the content of this agreement, as well as all other information and data they acquire

in connection with the partnership, and not use it for purposes outside the scope of this contract or pass it on to third parties. This

obligation is in force for 1 year after the termination of the contract. Both parties are obliged to follow privacy laws and handle

accordingly all data related to customers, suppliers and business partners.



10. License

(1) Comfort Stevens has the right to freely maintain the Sellers's listing and its ranking on the website. Comfort Stevens offers

customers the opportunity to give ratings and reviews of the Seller's goods and services on the website, and has the right but not

the obligation to publish these online and make them visible to all customers. Comfort Stevens reserves the right to delete ratings

and reviews.

(2) Comfort Stevens may scan, transcribe, and publish online the Seller's listings, logos and other materials required. The Seller

grants to Comfort Stevens, a royalty- free, perpetual, unrestricted license to use and distribute any materials provided by him, for

advertising Comfort Stevens’ service. Specifically, this includes use in Google AdWords campaigns, domain name registrations

and other online marketing and search engine optimization measures.



11. Terms and Termination

(1) This agreement is valid as soon as the Seller signs the contract, or fulfils an order referred by Comfort Stevens, and remains

valid indefinitely, until termination by either party. Termination can occur at any time, with a period of notice of one month, in

writing, by email, post or fax. The revenues generated during this notice period are still subject to the partnership agreement. The

right to immediate termination by either party for important cause remains unaffected.

(2) The right to immediate termination covers the case where the Seller repeatedly receives negative ratings and reviews on the

Site, and when these are not obviously unjustified. Repeatedly providing misleading information or withholding information

required to present the Seller's items is also grounds for immediate termination. Typos, mistakes and transmission errors are

excluded from this, if they are not caused with intent or by gross negligence.



12. General

(1) If a single clause in this agreement is invalid, both parties will endeavor to replace the invalid clause by a valid one that

reproduces as closely as possible the intended economic meaning of the invalid clause. The validity of the rest of the agreement

remains unaffected. This applies if the agreement is found to be incomplete.

(2) Comfort Stevens reserves the right to modify this general terms and conditions without giving any justification. In that case,

Comfort Stevens will give the Seller adequate notice via email. The notice will contain advice on the right and period of objection

to the changes, and on the consequences of leaving unexercised the right to object.
(3) The changed terms and conditions are considered agreed by the Seller if he does not object to them in writing within 2 weeks

of receiving notice of the changes.

(4) Any terms and conditions of the Seller are not part of this agreement unless Comfort Stevens expressly agrees to adhere to them

in writing.



13. Comfort Stevens Participation.

Employees of Comfort Stevens and its affiliates are permitted to participate in their personal capacity (i.e., not as Comfort Stevens

employees, representatives, or agents of Comfort Stevens or its affiliates) in the transactions conducted through this Sit e (unless

they have confidential information about a particular item). Employees of Comfort Stevens and its affiliates, when participating in

any transaction in their personal capacity, are subject to this Agreement and the Procedures as any Buyer or Seller on this Site.

14. Seller &Taxes.

Except where (Counties, Regions, States, or Countries) Comfort Stevens decides to directly collect taxes or determines otherwise,

Seller is expressly responsible for collecting taxes applicable to the transactions and to report, and remit the correct Seller Taxes to

the appropriate tax authority. Every Seller on Comfort Stevens is regarded as an independent contractor. Comfort Stevens is not

obligated to determine whether Seller Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes

arising from any transaction. "Seller Taxes" means any and all sales, goods and services, use, excise, import, export, value added,

consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any

advertisement, offer or sale of products by you on or through the Site, or otherwise in connection with any action, inaction or

omission of you or any of affiliate of yours, or any of your representatives or their respective employees, agents, contractors or

representatives.

15. Returns and Refunds.

As a Seller on the Site, it is your responsibility to provide your customer return and refund policies and accept and process returns,

refunds and adjustments relating to your products in accordance with this Agreement and the policies at the time of the applicable

order. In any event, at a minimum, your return and refund policies will be at least as favorable as any then current refund p olicies

published on the Site, and applicable to products sold via the Site.

16. Account Security.

Your login account may be used to access the various functions provided by the Site. You are solely responsible for maintaining

the security of your password. You may not disclose your password to any unauthorized third party and are solely responsible for

any use of or action taken under your account on this Site. If your password is compromised, you must change your password

immediately and notify Comfort Stevens of the incident.

17. Illegal Activity

As a Seller on the Site, you must follow applicable local, state, and federal laws and avoid any form of fraud. The Site and Services

may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and

regulations. You may not register under a false name or provide any other false data, like picture identification, social security

number and bank account etc. You may not impersonate any participant or use another participant's password(s). Such fraudulent

conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and Comfort Stevens will

cooperate to ensure that violators are prosecuted to the fullest extent of the law.

18. Investigation.

Comfort Stevens has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate

as it deems appropriate. Comfort Stevens also may investigate any reported violation of its policies or complaints and take any

action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of

service, denying access, and/or removal of any materials on the Site, including listings. Comfort Stevens reserves the right and has

absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.

19. Disclosure of Information.

Comfort Stevens also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law

enforcement officials, regulators, or other third parties. To cooperate with governmental requests, to protect Comfort Stevens’s

systems and customers, or to ensure the integrity and operation of Comfort Steven’s business and systems, Comfort Stevens may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP

addressing and traffic information, usage history, and posted content.

20. Privacy & Use of Comfort Stevens Transaction Information.

A Seller is responsible for reading and accepting the terms of Comfort Stevens’s Privacy Notice published on the Site, which is

subject to change without notice. You should check the Privacy Notice frequently for changes. Comfort Stevens and its affiliates

may communicate with you in connection with your listings, sales, and the Services, electronically and in other media, and you

consent to such communications regardless of any "Customer Communication Preferences" (or similar preferences or requests)

you may have indicated on the Site or by any other means. When you use the Services, some personally identifiable information

about you, including your feedback and the e-mail address associated with your account, may be displayed on the Site and may be

viewed by potential buyers. You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any

order information or other data or information acquired by you or your affiliates from Comfort Stevens or its affiliates (or otherwise)

as a result of this Agreement, the transactions contemplated hereby or the parties' performance hereunder (collectively, "Comfort

Stevens Transaction Information"), except you may disclose this information as necessary for you to perform your obligations

under this Agreement, provided that you ensure that every recipient uses the information only for that purpose and complies with

the restrictions applicable to you related to that information.

21. No Warranties.

THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. COMFORT STEVENS MAKES NO OTHER

REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

(a.) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND

NON-INFRINGEMENT; (b.) THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS

BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; (c.) THAT

THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED

BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF SALE, LAWFUL TO SELL, OR THAT SELLERS OR BUYERS

WILL PERFORM AS PROMISED; (d.) ANY GUARANTEE OR WARRANTY AS TO THE VERACITY OF ANY USER

GENERATED CONTENT, INCLUDING ANY USER INFORMATION ABOUT BUYERS OR SELLERS, AND ANY

INFORMATION ENTERED BY BUYERS OR SELLERS. (e.) ANY IMPLIED WARRANTY ARISING FROM COURSE OF

DEALING OR USAGE OF TRADE; AND (f.) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT,

WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF COMFORT STEVENS. TO THE FULL EXTENT

PERMISSIBLE UNDER APPLICABLE LAW, COMFORT STEVENS DISCLAIMS ANY AND ALL SUCH WARRANTIES.

22. General Release.

BECAUSE COMFORT STEVENS IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR

OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH

PARTICIPANT RELEASES COMFORT STEVENS (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS,

AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN,

SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY

CONNECTED WITH SUCH DISPUTES.

23. Indemnity/Limitation of Liability.

(a.) Indemnity and Defense. You will defend, indemnify and hold harmless Comfort Stevens LLC, Comfort Stevens Nigeria

Limited; the Site:

www.comfortstevens.com.ng" class="redactor-linkify-object">www.comfortstevens.com.ng or www.comfortstevens.com and its affiliates (and their respective employees,

directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and

expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged

breach of your representations, warranties, or obligations set forth in this Agreement; or (ii) your own website or other sales

channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual

or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller

Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes, hereof: "Claim" means any claim, action,

audit, investigation, inquiry or other proceeding instituted by a person or entity. (b.) Limitation of Liability. COMFORT STEVENS

WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT,

INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION

WITH THIS AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE

RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR

TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

24. Applicable Law.

The laws of the federal Republic of Nigeria govern this Agreement and all of its terms and conditions, without giving effect to any

principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Any dispute with Comfort

Stevens or its affiliates relating in any way to these terms and conditions or your use of the Services shall be resolved solely and

exclusively by binding and confidential arbitration by an arbiter in Nigeria. In the event the binding arbitration clause is not

applicable, claims not appropriate for small claims court adjudication shall be adjudicated in a federal court in Nigeria and you

consent to exclusive jurisdiction and venue in such courts. To the extent, you have in any manner violated or threatened to violate

Comfort Stevens’s intellectual property rights, Comfort Stevens may seek injunctive or other appropriate relief in any state or

federal court in Nigeria, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall

be conducted under the rules then prevailing Chartered Institute of Arbitration Nigeria. The arbitrator's award shall be binding and

may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration

under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class

arbitration proceedings or otherwise.

25. Disputes.

Because Comfort Stevens is not the agent of either Seller or Buyer for any purpose, Comfort Stevens will not act as either party's

agent in connection with resolving any disputes between participants related to or arising out of any trans action, except where

applicable by law. Comfort Stevens urges Sellers and Buyers to cooperate with each other to resolve such disputes.

26. Grants.

By entering into this Agreement and listing an item for sale and as a Seller on the Site, you grant Comfort Stevens a royalty -free,

non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify,

re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the

content you submit to Comfort Stevens and its affiliates, and to sublicense the foregoing rights to our affiliates and op erators of

any website or other online point of presence (other than the Site) through which the Site and/or products or services available

thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your

trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not

embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to

re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same)

and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard

functionality made available to you via the Site or Services); provided further, however, that nothing in this Agreement will prevent

or impair Comfort Stevens’s right to use without your consent the content and any other materials provided by you, to the extent

that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law,

referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise

control all of the rights to the content you submit to Comfort Stevens and its affiliates, and that the use of such materials by Comfort

Stevens and its affiliates will not infringe upon or violate the rights of any third party.

27. Termination.

Comfort Stevens, in its sole discretion, may terminate this Agreement, access to the Site or the Services, or any current transaction

immediately without notice for any reason. Comfort Stevens, in its sole discretion, also may prohibit any Seller from listing

Products on the Site.

28. Agreement Not to Compete with Comfort Stevens

By utilizing the Site or the Services and the benefits they provide, you agree to not compete with Comfort Stevens’s business

model, or reverse engineer the model and it business structure which includes, but is not limited to, the Site and the Services, or

creating a look-alike Comfort Steven’s Site, using a look-alike logo, color themes and operating with similar business model.

Competing with Comfort Stevens in violation of the non-competition agreement, such as by creating and implementing a lookalike

website, providing services like the Site, shall subject you to an injunction and liability for lost profits, in addition to all other

available legal remedies.

29. General Provisions

(a.) Entire Agreement: This Agreement, including any terms and conditions incorporated herein by reference, and the general

terms and conditions of the Site, including but not limited to the Privacy Notice and Procedures, constit utes the entire agreement

of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements,

claims, representations, and understandings of the parties in connection with the subject matter hereof. (b.) No Agency: Third-Party Beneficiary. Comfort Stevens is not the agent, fiduciary, trustee, or other representative of you or

your company. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any

person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This

Agreement and all the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the

sole and exclusive benefit of Comfort Stevens, you, and relying Buyers or Sellers.

(c.) Severability: If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that

provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any

remaining provisions.

(d.) No Waiver: Comfort Stevens’s waiver of any of its rights or remedies described in this Agreement, if any, shall be effective

only if the waiver is in a signed writing. No delay or omission by Comfort Stevens in exercising its rights or remedies will impair

or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right

or remedy. Comfort Stevens’s failure to enforce the strict performance of any provision of this Agreement will not constitute a

waiver of Comfort Stevens’s right to subsequently enforce such provision or any other provisions of this Agreement.